Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 29, 2023

RumbleOn, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-38248		46-3951329
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

901 W. Walnut Hill Lane

Irving, Texas

75038

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (214) 771-9952

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class B Common Stock, $0.001 par value		RMBL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2023, Shin Lee provided the Board of Directors a letter of resignation as a director of the Company effective immediately. In her letter, Ms. Lee did not express disagreement on any matter relating to the Company’s operations, policies, or practices as the cause of his resignation. A copy of Ms. Lee’s letter is attached to this report as Exhibit 99.1 and is incorporated herein by reference. The Company provided Ms. Lee a copy of this report in advance of filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Letter of Resignation, dated July 29, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RUMBLEON, INC.

Date: August 2, 2023	/s/ Mark Tkach
	Mark Tkach
	Interim Chief Executive Officer

Exhibit 99.1

Shin Lee, PhD

1989 Woodbury Court, Walnut Creek, CA 94596

July 29, 2023

Dear RumbleOn Board,

I resign from the RumbleOn board effective today.

Sincerely,

Cover	Jul. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2023
Entity File Number	001-38248
Entity Registrant Name	RumbleOn, Inc.
Entity Central Index Key	0001596961
Entity Tax Identification Number	46-3951329
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	901 W. Walnut Hill Lane
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	214
Local Phone Number	771-9952
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B Common Stock, $0.001 par value
Trading Symbol	RMBL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false